Exhibit
10.7


 


INSPIRED
ENTERTAINMENT, INC.


2021
OMNIBUS INCENTIVE PLAN


 


1.
Purpose. The purpose of the Inspired Entertainment, Inc. 2021 Omnibus Incentive Plan is to supersede the 2018 Plan and to provide
a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers,
managers, employees, consultants and advisors of the Company and its Affiliates can acquire and maintain an equity interest in the Company,
or be paid incentive compensation, which may (but need not) be measured by reference to the value of Common Shares, thereby strengthening
their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.


 


2.
Definitions. The following definitions shall be applicable throughout this Plan:


 


(a)
“Affiliate” means (i) any person or entity that directly or indirectly controls, is controlled by or is under
common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a
significant interest as determined by the Committee in its discretion. The term “control” (including, with correlative meaning,
the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether
through the ownership of voting or other securities, by contract or otherwise.


 


(b)
“Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation
Right, Restricted Stock, Restricted Stock Unit and Stock Bonus Award granted under this Plan.


 


(c)
“Award Agreement” means an agreement made and delivered in accordance with Section 14(a) of this Plan evidencing
the grant of an Award hereunder.


 


(d)
“Board” means the Board of Directors of the Company.


 


(e)
“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New
York City are authorized or obligated by federal law or executive order to be closed.


 


(f)
“Cause” shall have the meaning set forth in the applicable Award Agreement or Participant Agreement, provided
that if the applicable Award Agreement or Participant Agreement does not contain such a definition, “Cause”
shall mean, (1) the Participant’s plea of nolo contendere to, conviction of or indictment for, any crime (whether or not involving
the Company or its Affiliates) (i) constituting a felony or (ii) that has, or could reasonably be expected to result in, an adverse impact
on the performance of the Participant’s duties to the Company or an Affiliate, or otherwise has, or could reasonably be expected
to result in, an adverse impact on the business or reputation of the Company or its Affiliates, (2) conduct of the Participant, in connection
with his or her employment or service, that has resulted, or could reasonably be expected to result, in material injury to the business
or reputation of the Company or its Affiliates, (3) any material violation of the Award Agreement, the Participant Agreement, or any
policies of the Company or an Affiliate, including, but not limited to, the Inspired Entertainment, Inc. Code of Ethics, those policies
relating to sexual harassment or the disclosure or misuse of confidential information, or those policies set forth in the manuals or
statements of policy of the Company or Affiliate; (4) the Participant’s act(s) of gross negligence or willful misconduct in
the course of his or her employment or service with the Company or Affiliate; (5) misappropriation by the Participant of any assets
or business opportunities of the Company or its Affiliates; (6) embezzlement or fraud committed by the Participant, at the Participant’s
direction, or with the Participant’s prior actual knowledge; or (7) willful neglect in the performance of the Participant’s
duties for the Company or Affiliate or willful or repeated failure or refusal to perform such duties. If, subsequent to the termination
of a Participant for any reason other than by the Company or Affiliate for Cause, it is discovered that the Participant’s employment
or service could have been terminated for Cause, such Participant’s employment or service shall, at the discretion of the Committee,
be deemed to have been terminated by the Company or Affiliate for Cause for all purposes under the Plan, and the Participant shall be
required to repay to the Company all amounts received by him or her in respect of any Award following such termination that would have
been forfeited under the Plan had such termination been by the Company or Affiliate for Cause.


 




    	 



     


    

 


(g)
“Change in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states
otherwise or contains a different definition of “Change in Control,” be deemed to occur upon:


 


(i)
A change in ownership or control of the Company affected through a transaction or series of transactions (other than an offering of Common
Shares to the general public through a registration statement filed with the Securities and Exchange Commission or similar non-U.S. regulatory
agency or pursuant to a Non-Control Transaction) whereby any “person” (as defined in Section 3(a)(9) of the Exchange Act)
or any two or more persons deemed to be one “person” (as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other
than the Company or any of its Affiliates, an employee benefit plan sponsored or maintained by the Company or any of its Affiliates (or
its related trust), or any underwriter temporarily holding securities pursuant to an offering of such securities, directly or indirectly
acquire “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing
more than fifty percent (50%) of the total combined voting power of the Company’s securities eligible to vote in the election of
the Board (the “Company Voting Securities”);


 


(ii)
The date, within any consecutive twenty-four (24) month period commencing on or after the Effective Date, upon which individuals who
constitute the Board as of the Effective Date (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual who becomes a director subsequent to the Effective
Date whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the
directors then constituting the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which
such individual is named as a nominee for director, without objection to such nomination) shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest (including, but not limited to, a consent solicitation) with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the
Board;


 


(iii)
The consummation of a merger, consolidation, share exchange, or similar form of corporate transaction involving the Company or any of
its Affiliates that requires the approval of the Company’s stockholders (whether for such transaction, the issuance of securities
in the transaction or otherwise) (a “Reorganization”), unless immediately following such Reorganization (1)
more than fifty percent (50%) of the total voting power of (A) the corporation resulting from such Reorganization (the “Surviving
Company”) or (B) if applicable, the ultimate parent corporation that has, directly or indirectly, beneficial ownership
of one hundred percent (100%) of the voting securities of the Surviving Company (the “Parent Company”), is
represented by Company Voting Securities that were outstanding immediately prior to such Reorganization (or, if applicable, is represented
by shares into which such Company Voting Securities were converted pursuant to such Reorganization), and such voting power among the
holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among holders thereof immediately
prior to such Reorganization, (2) no person, other than an employee benefit plan sponsored or maintained by the Surviving Company or
the Parent Company (or its related trust), is or becomes the beneficial owner, directly or indirectly, of fifty percent (50%) or more
of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Company, or if there is no Parent
Company, the Surviving Company, and (3) at least a majority of the members of the board of directors of the Parent Company, or if there
is no Parent Company, the Surviving Company, following the consummation of such Reorganization are members of the Incumbent Board at
the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization (any Reorganization
which satisfies all of the criteria specified in clauses (1), (2), and (3) above shall be a “Non-Control Transaction”);
or


 


(iv)
The sale or disposition, in one transaction or a series of related transactions, of all or substantially all of the assets of the Company
to any “person” (as defined in Section 3(a)(9) of the Exchange Act) or to any two or more persons deemed to be one “person”
(as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Company’s Affiliates.


 




    	 



     


    

 


Notwithstanding
the foregoing, (x) a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of fifty
percent (50%) or more of the Company Voting Securities as a result of an acquisition of Company Voting Securities by the Company that
reduces the number of Company Voting Securities outstanding; provided that if after such acquisition by the Company such
person becomes the beneficial owner of additional Company Voting Securities that increase the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control shall then be deemed to occur, and (y) with respect to the payment
of any amount that constitutes a deferral of compensation subject to Section 409A of the Code payable upon a Change in Control, a Change
in Control shall not be deemed to have occurred, unless the Change in Control constitutes a change in the ownership or effective control
of the Company or in the ownership of a substantial portion of the assets of the Company under Section 409A(a)(2)(A)(v) of the Code.


 


(h)
“Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto. References in this Plan
to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments
or successor provisions to such section, regulations or guidance.


 


(i)
“Committee” means a committee of at least two non-employee directors as the Board may appoint to administer
this Plan or, if no such committee has been appointed by the Board, the Board. Unless altered by an action of the Board, the Committee
shall be the Compensation Committee of the Board.


 


(j)
“Common Shares” means the common stock, par value $0.0001 per share, of the Company (and any stock or other
securities into which such common shares may be converted or into which they may be exchanged).


 


(k)
“Company” means Inspired Entertainment, Inc., and its successors and assigns.


 


(l)
“Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be
specified in such authorization.


 


(m)
“Disability” means a “permanent and total” disability incurred by a Participant while in the employ
of the Company or an Affiliate. For this purpose, a permanent and total disability shall mean that the Participant is unable to engage
in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than twelve (12) months.


 


(n)
“Effective Date” means May 11, 2021.


 


(o)
“Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule
16b-3 under the Exchange Act, and (ii) “independent” for purposes of applicable stock exchange listing requirements.


 


(p)
“Eligible Person” means any (i) individual employed by the Company or an Affiliate; provided, however,
that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility
is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company
or an Affiliate; or (iii) consultant or advisor to the Company or an Affiliate, provided that if the Securities Act applies such persons
must be eligible to be offered securities registrable on Form S-8 under the Securities Act.


 


(q)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any reference in this Plan to any
section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance
under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(r)
“Exercise Price” has the meaning given such term in Section 7(b) of this Plan.


 


(s)
“Fair Market Value” means, as of any date when Common Shares are listed on one or more national securities
exchanges, the closing price reported on the principal national securities exchange on which such Common Shares are listed and traded
on the Date of Grant or, if the closing price is not reported on such date, the closing price reported on the most recent date prior
to the Date of Grant. If Common shares are not listed on a national securities exchange, Fair Market Value will be determined by such
other method as the Committee determines in good faith to be reasonable and in compliance with Code Section 409A.


 




    	 



     


    

 


(t)
“Immediate Family Members” shall have the meaning set forth in Section 14(b) of this Plan.


 


(u)
“Incentive Stock Option” means an Option that is designated by the Committee as an incentive stock option as
described in Section 422 of the Code and otherwise meets the requirements set forth in this Plan.


 


(v)
“Indemnifiable Person” shall have the meaning set forth in Section 4(e) of this Plan.


 


(w)
“Nonqualified Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.


 


(x)
“Option” means an Award granted under Section 7 of this Plan.


 


(y)
“Option Period” has the meaning given such term in Section 7(c) of this Plan.


 


(z)
“Participant” means an Eligible Person who has been selected by the Committee to participate in this Plan and
to receive an Award pursuant to Section 6 of this Plan.


 


(aa)
“Participant Agreement” means an employment or other services agreement between a Participant and the Company
or an Affiliate that describes the terms and conditions of such Participant’s employment or service with the Company or an Affiliate
and is in effect as of the date the Committee approves the grant of the applicable Award to the Participant.


 


(bb)
“Performance Criteria” means any of the following factors: (i) revenue; (ii) sales; (iii) profit (net profit,
gross profit, operating profit, economic profit, profit margins or other corporate profit measures); (iv) earnings (EBIT, EBITDA, earnings
per share, or other corporate earnings measures); (v) net income (before or after taxes, operating income or other income measures);
(vi) cash (cash flow, cash generation or other cash measures); (vii) stock price or performance; (viii) total stockholder return (stock
price appreciation plus reinvested dividends divided by beginning share price); (ix) economic value added; (x) return measures (including,
but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales);
(xi) market share; (xii) improvements in capital structure; (xiii) expenses (expense management, expense ratio, expense efficiency ratios
or other expense measures); (xiv) business expansion or consolidation (acquisitions and divestitures); (xv) internal rate of return or
increase in net present value; (xvi) working capital targets relating to inventory and/or accounts receivable; (xvii) inventory management;
(xviii) service or product delivery or quality; (xix) customer satisfaction; (xx) employee retention; (xxi) safety standards; (xxii)
productivity measures; (xxiii) cost reduction measures; (xxiv) strategic plan development and implementation; and (xxv) any other objective
or subjective measures determined by the Committee from time to time.


 


(cc)
“Permitted Transferee” shall have the meaning set forth in Section 14(b) of this Plan.


 


(dd)
“Person” has the meaning given such term in the definition of “Change in Control.”


 


(ee)
“Plan” means this Inspired Entertainment, Inc. 2021 Omnibus Incentive Plan, as amended from time to time.


 


(ff)
“Prior Plan” means the Inspired Entertainment, Inc. 2018 Omnibus Incentive Plan, as amended from time to time.


 


(gg)
“Restricted Period” means the period of time determined by the Committee during which an Award is subject to
restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award
has been earned.


 


(hh)
“Restricted Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities
or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously
employed or provide continuous services for a specified period of time), granted under Section 9 of this Plan.


 




    	 



     


    

 


(ii)
“Restricted Stock” means Common Shares, subject to certain specified restrictions (including, without limitation,
a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted
under Section 9 of this Plan.


 


(jj)
“SAR Period” has the meaning given such term in Section 8(c) of this Plan.


 


(kk)
“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in this
Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other official interpretative guidance
under such section, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(ll)
“Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of this
Plan which meets all of the requirements of Section 1.409A-1(b)(5)(i)(B) of the Treasury Regulations.


 


(mm)
“Stock Bonus Award” means an Award granted under Section 10 of this Plan.


 


(nn)
“Strike Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in
the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent
of an Option, the Fair Market Value on the Date of Grant.


 


(oo)
“Subsidiary” means, with respect to any specified Person:


 


(i)
any corporation, association or other business entity of which more than 50% of the total voting power of shares of outstanding Company
Voting Securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(ii)
any partnership or limited liability company (or any comparable foreign entity) (a) the sole general partner or managing member (or functional
equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b) the only general partners
or managing members (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination
thereof).


 


(pp)
“Substitute Award” has the meaning given such term in Section 5(e).


 


(qq)
“Treasury Regulations” means any regulations, whether proposed, temporary or final, promulgated by the U.S.
Department of Treasury under the Code, and any successor provisions.


 


3.
Effective Date; Duration. The Plan shall be effective as of the Effective Date, subject to approval by the stockholders of the
Company, which approval shall be within twelve (12) months after the date this Plan is adopted by the Board. The expiration date of this
Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided,
however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of this Plan shall continue
to apply to such Awards. Upon effectiveness of the Plan, no further awards will granted under the Prior Plan.


 


4.
Administration.


 


(a)
The Committee shall administer this Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange
Act (if the Board is not acting as the Committee under this Plan), it is intended that each member of the Committee shall, at the time
he takes any action with respect to an Award under this Plan, be an Eligible Director. However, the fact that a Committee member shall
fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under
this Plan. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a
majority of the Committee shall be deemed the acts of the Committee. Whether a quorum is present shall be determined based on the Committee’s
charter as approved by the Board.


	 


 




    	 



     


    

 


(b)
Subject to the provisions of this Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other
express powers and authorizations conferred on the Committee by this Plan and its charter, to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares to be covered by, or with respect
to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions
of any Award, including, without limitation, vesting terms and conditions for any Award hereunder which may include the achievement of
any Performance Criteria selected by the Committee; (v) determine whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended,
and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what
extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other property and other
amounts payable with respect to an Award shall be made; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy
regarding, correct any defect in and/or complete any omission in this Plan and any instrument or agreement relating to, or Award granted
under, this Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall
deem appropriate for the proper administration of this Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of
restrictions on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable
for the administration of this Plan.


 


(c)
The Committee may, by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not
be officers of the Company, the authority, within specified parameters as to the number and types of Awards, to (i) designate officers
and/or employees of the Company or any of its Affiliates to be recipients of Awards under this Plan, and (ii) to determine the number
of such Awards to be received by any such Participants; provided, however, that such delegation of duties and responsibilities may not
be made with respect to grants of Awards to persons subject to Section 16 of the Exchange Act. The acts of such delegates shall be treated
as acts of the Committee, and such delegates shall report regularly to the Board and the Committee regarding the delegated duties and
responsibilities and any Awards granted.


 


(d)
Unless otherwise expressly provided in this Plan, all designations, determinations, interpretations, and other decisions under or with
respect to this Plan or any Award or any documents evidencing Awards granted pursuant to this Plan shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without
limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 


(e)
No member of the Board, the Committee, delegate of the Committee or any employee, advisor or agent of the Company or the Board or the
Committee (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to
be taken or any determination made in good faith with respect to this Plan or any Award hereunder. Each Indemnifiable Person shall be
indemnified and held harmless by the Company against and from (and the Company shall pay or reimburse on demand for) any loss, cost,
liability, or expense (including court costs and attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person
in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such
Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under this Plan or any Award Agreement and
against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid
by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person,
provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding
and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel
of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent
that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person
determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable
Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by
law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which any such Indemnifiable Person may be entitled under the Company’s Certificate of Incorporation
or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or
hold them harmless.


 




    	 



     


    

 


(f)
Notwithstanding anything to the contrary contained in this Plan, the Board may, in its sole discretion, at any time and from time to
time, grant Awards and administer this Plan with respect to such Awards. In any such case, the Board shall have all the authority granted
to the Committee under this Plan.


 


5.
Grant of Awards; Shares Subject to this Plan; Limitations.


 


(a)
The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and/or Stock
Bonus Awards to one or more Eligible Persons. Subject to Section 5(b) and Section 11 of this Plan, the Committee is authorized to deliver
under this Plan an aggregate of 2,900,000 Common Shares plus the number of Common Shares available for grant under the Prior Plan
as of the Effective Date. Notwithstanding the foregoing, a director of the Company or an Affiliate who is not an employee of the Company
or an Affiliate may not be granted Awards denominated in Common Shares, the aggregate Date of Grant Fair Market Value of which exceeds,
in any calendar year, $250,000; provided, that the foregoing limitation shall not apply to any Award made pursuant to an election by
a director to receive an Award in lieu of all or a portion of the annual and/or committee retainers and annual meeting fee payable to
such director.


 


(b)
Common Shares underlying Awards under this Plan or awards under the Prior Plan, that are forfeited, cancelled, expire unexercised, or
are settled in cash shall be available again for Awards under this Plan. Notwithstanding the foregoing, the following Common Shares shall
not be available again for Awards under the Plan: (i) shares tendered or held back upon the exercise of an Option or settlement of an
Award to cover the Exercise Price of an Award; (ii) shares that are used or withheld to satisfy tax withholding obligations of the Participant;
and (iii) shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the SAR upon exercise
thereof.


 


(c)
Awards that do not entitle the holder thereof to receive or purchase Common Shares shall not be counted against the aggregate number
of Common Shares available for Awards under the Plan.


 


(d)
Common Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of
the Company, shares purchased on the open market or by private purchase, or any combination of the foregoing.


 


(e)
Subject to compliance with Section 1.409A-3(f) of the Treasury Regulations, Awards may, in the sole discretion of the Committee, be granted
under this Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company
or with which the Company combines (“Substitute Awards”). The number of Common Shares underlying any Substitute
Awards shall be counted against the aggregate number of Common Shares available for Awards under this Plan; provided, however that Common
Shares issued under Substitute Awards granted in substitution for awards previously granted by an entity that is acquired by or merged
with the Company or an Affiliate shall not be counted against the aggregate number of Common Shares available for Awards under the Plan.


 


(f)
After the Effective Date, notwithstanding any other provision of the Plan to the contrary, with respect to any Award that provides for
or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity Award is outstanding,
such dividends (or dividend equivalents) shall either (i) not be paid or credited with respect to such Award or (ii) be accumulated but
remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such
vesting requirement(s) are satisfied. In no event shall dividends or dividend equivalents be paid with respect to Options or Stock Appreciation
Rights.


 


6.
Eligibility. Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received
written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in
this Plan.


 




    	 



     


    

 


7.
Options.


 


(a)
Generally. Each Option granted under this Plan shall be evidenced by an Award Agreement (whether in paper or electronic
medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each
Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with
this Plan as may be reflected in the applicable Award Agreement. All Options granted under this Plan shall be Nonqualified Stock Options
unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Notwithstanding any
designation of an Option, to the extent that the aggregate Fair Market Value of Common Shares with respect to which Options designated
as Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company
or any Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options. Incentive Stock Options shall
be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted
to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive
Stock Option unless this Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder
approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail
to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock
Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall
be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be
an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification,
such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under this Plan. A maximum of 1,450,000
Common Shares may be granted in the form of Incentive Stock Options.


 


(b)
Exercise Price. The exercise price (“Exercise Price”) per Common Share for each Option shall
not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however, that in the
case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing more
than 10% of the voting power of all classes of shares of the Company or any Affiliate, the Exercise Price per share shall not be less
than 110% of the Fair Market Value per share on the Date of Grant.


 


(c)
Vesting and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by
the Committee and as set forth in the applicable Award Agreement, and shall expire after such period, not to exceed ten (10) years from
the Date of Grant, as may be determined by the Committee (the “Option Period”); provided, however,
that the Option Period shall not exceed five (5) years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant
who on the Date of Grant owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate.
Unless otherwise provided by the Committee in an Award Agreement:


 


(i)
an Option shall vest and become exercisable with respect to one-third of the Common Shares subject to such Option on each of the first
three anniversaries of the Date of Grant; provided, however, that the Committee may designate a purchase price below
Fair Market Value on the date of grant if the Option is granted in substitution for a stock option previously granted by an entity that
is acquired by or merged with the Company or an Affiliate;


 


(ii)
the unvested portion of an Option shall expire upon termination of employment or service of the Participant granted the Option, and the
vested portion of such Option shall remain exercisable for:


 


(A)
one year following termination of employment or service by reason of such Participant’s death or Disability (with the determination
of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the Option Period; and


 


(B)
90 calendar days following termination of employment or service for any reason other than such Participant’s death or Disability,
and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the Option
Period; and


 




    	 



     


    

 


(iii)
both the unvested and the vested portion of an Option shall immediately expire upon the termination of the Participant’s employment
or service by the Company for Cause.


 


Notwithstanding
the foregoing provisions of Section 7(c) and consistent with the requirements of applicable law, the Committee, in its sole discretion,
may extend the post-termination of employment period during which a Participant may exercise vested Options.


 


(d)
Method of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to the exercise of an Option until
payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal
to any applicable federal, state, local and/or foreign income and employment taxes withheld. Options that have become exercisable may
be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award Agreement
accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check (subject to collection), cash equivalent
and/or vested Common Shares valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved
by the Committee, by means of attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of such shares
to the Company); provided, however, that such Common Shares are not subject to any pledge or other security interest;
and (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion, including without
limitation: (A) in other property having a fair market value (as determined by the Committee in its discretion) on the date of exercise
equal to the Exercise Price or (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashless
exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares
otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or
(C) by a “net exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option
was exercised that number of Common Shares having a Fair Market Value equal to the aggregate Exercise Price for the Common Shares for
which the Option was exercised. Any fractional Common Shares shall be settled in cash.


 


(e)
Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option
under this Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Shares
acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without
limitation, any sale) of such Common Shares before the later of (A) two years after the Date of Grant of the Incentive Stock Option or
(B) one year after the transfer of such Common Shares to the Participant pursuant to his exercise of the Incentive Stock Option. The
Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession of any
Common Shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of
the period described in the preceding sentence.


 


(f)
Compliance with Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option
in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or
the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities
exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.


 


8.
Stock Appreciation Rights.


 


(a)
Generally. Each SAR granted under this Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium
(including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR
so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with this Plan
as may be reflected in the applicable Award Agreement. Any Option granted under this Plan may include tandem SARs (i.e., SARs granted
in conjunction with an Award of Options under this Plan). The Committee also may award SARs to Eligible Persons independent of any Option.


 


(b)
Exercise Price. The Exercise Price per Common Share for each Option granted in connection with a SAR shall not be less
than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however, that the Committee may designate
a purchase price below Fair Market Value on the date of grant if the SAR is granted in substitution for an appreciation right previously
granted by an entity that is acquired by or merged with the Company or an Affiliate.


 




    	 



     


    

 


(c)
Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according
to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest
and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such
period, not to exceed ten years, as may be determined by the Committee (the “SAR Period). Unless otherwise provided
by the Committee in an Award Agreement:


 


(i)
a SAR shall vest and become exercisable with respect to one-third of the Common Shares subject to such SAR on each of the first three
anniversaries of the Date of Grant;


 


(ii)
the unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the vested
portion of such SAR shall remain exercisable for:


 


(A)
one year following termination of employment or service by reason of such Participant’s death or Disability (with the determination
of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the SAR Period; and


 


(B)
90 calendar days following termination of employment or service for any reason other than such Participant’s death or Disability,
and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the SAR
Period; and


 


(iii)
both the unvested and the vested portion of a SAR shall expire immediately upon the termination of the Participant’s employment
or service by the Company for Cause.


 


(d)
Method of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise
to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs
were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an Option,
the SAR Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option
(if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been
exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.


 


(e)
Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of Common Shares
subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one Common Share on the exercise
date over the Strike Price, less an amount equal to any applicable federal, state, local and non-U.S. income and employment taxes withheld.
The Company shall pay such amount in cash, in Common Shares valued at Fair Market Value, or any combination thereof, as determined by
the Committee. Any fractional Common Share shall be settled in cash.


 


9.
Restricted Stock and Restricted Stock Units.


 


(a)
Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement (whether
in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract
with the Company)). Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not
inconsistent with this Plan as may be reflected in the applicable Award Agreement. Restricted Stock and Restricted Stock Units shall
be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, for example, limitations
on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately
or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise,
as the Committee determines at the time of the grant of an Award or thereafter. Except as otherwise provided in an Award Agreement, a
Participant shall have none of the rights of a stockholder with respect to Restricted Stock Units until such time as Common Shares are
paid in settlement of such Awards.


 




    	 



     


    

 


(b)
Restricted Accounts; Escrow or Similar Arrangement. Unless otherwise determined by the Committee, upon the grant of Restricted
Stock, a book entry in a restricted account shall be established in the Participant’s name at the Company’s transfer agent
and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than held in such restricted
account pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver
to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate share power (endorsed in
blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing
an Award of Restricted Stock and, if applicable, an escrow agreement and blank share power within the amount of time specified by the
Committee, the Award shall be null and void ab initio. Subject to the restrictions set forth in this Section 9 and the applicable
Award Agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including
without limitation the right to vote such Restricted Stock and the right to receive dividends, if applicable. To the extent shares of
Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such shares shall be returned to the Company,
and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation
on the part of the Company.


 


(c)
Vesting; Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award Agreement: (i) the
Restricted Period shall lapse with respect to one-third of the Restricted Stock and Restricted Stock Units on each of the first three
anniversaries of the Date of Grant; and (ii) the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and
be forfeited upon the termination of employment or service of the Participant granted the applicable Award.


 


(d)
Delivery of Restricted Stock and Settlement of Restricted Stock Units.


 


(i)
Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable
Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement.
If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge,
the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted
Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable
to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee,
in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such
shares of Restricted Stock and, if such shares of Restricted Stock are forfeited, the Participant shall have no right to such dividends.


 


(ii)
Unless otherwise provided by the Committee in an Award Agreement, following the expiration of the Restricted Period with respect to any
outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share
for each such outstanding Restricted Stock Unit on the earliest to occur of (A) the Participant’s termination of service for any
reason, provided that such termination constitutes a “separation from service” under Section 409A of the Code, (B) the Participant’s
death, (C) the Participant’s termination of service on account of Disability, and (D) a Change in Control; provided,
however, that the Committee may, in its sole discretion and subject to the requirements of Section 409A of the Code, elect
to (i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of such Restricted Stock Units
or (ii) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the 75th
day of the calendar year following the calendar year in which settlement is required if such delivery would result in a violation of
applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of
such payment shall be equal to the Fair Market Value of the Common Shares as of the applicable payment date, less an amount equal to
any applicable federal, state, local and non-U.S. income and employment taxes withheld. Notwithstanding anything contained herein to
the contrary, the Committee in an Award Agreement may, in a manner consistent with the applicable requirements of Section 409A of the
Code, enable a Participant to elect to defer the date on which settlement of the Restricted Stock Units shall occur.


 


10.
Stock Bonus Awards. The Committee may issue unrestricted Common Shares, or other Awards denominated in Common Shares, under this
Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its
sole discretion determine. Each Stock Bonus Award granted under this Plan shall be evidenced by an Award Agreement (whether in paper
or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the
Company)). Each Stock Bonus Award so granted shall be subject to such conditions not inconsistent with this Plan as may be reflected
in the applicable Award Agreement.


 




    	 



     


    

 


11.
Changes in Capital Structure and Similar Events. In the event of (a) any extraordinary dividend or other distribution (whether
in the form of cash, Common Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchase or exchange of Common Shares or other securities
of the Company, issuance of warrants or other rights to acquire Common Shares or other securities of the Company, or other similar corporate
transaction or event (including, without limitation, a Change in Control) that affects the Common Shares, or (b) unusual or nonrecurring
events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the
Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities
exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the
Committee in its sole discretion to be necessary or appropriate in order to prevent dilution or enlargement of rights, then the Committee
shall make any such adjustments that are equitable, including without limitation any or all of the following:


 


(i)
adjusting any or all of (A) the number of Common Shares or other securities of the Company (or number and kind of other securities or
other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under this Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of this Plan) and (B) the terms of any outstanding Award,
including, without limitation, (1) the number of Common Shares or other securities of the Company (or number and kind of other securities
or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price or Strike Price with respect
to any Award or (3) any applicable performance measures;


 


(ii)
subject to the requirements of Section 409A of the Code, providing for a substitution or assumption of Awards, accelerating the exercisability
of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of such
event; and


 


(iii)
subject to the requirements of Section 409A of the Code, canceling any one or more outstanding Awards and causing to be paid to the holders
thereof, in cash, Common Shares, other securities or other property, or any combination thereof, the value of such Awards, if any, as
determined by the Committee (which if applicable may be based upon the price per Common Share received or to be received by other stockholders
of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount
equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Common Shares subject to such
Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such
event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a Common
Share subject thereto may be canceled and terminated without any payment or consideration therefor); provided, however,
that in the case of any “equity restructuring” (within the meaning of the FASB Statement of Financial Accounting Standards
No. 123 (revised 2004) or ASC Topic 718, or any successor thereto), the Committee shall make an equitable or proportionate adjustment
to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 11 (other than
any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the
meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 11 shall be made in a manner that does not adversely
affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment
hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 


12.
Change in Control Provisions. Except to the extent provided in an Award Agreement or otherwise by the Committee in accordance
with its authority under Section 4, in the event of a Participant’s termination of employment or service without Cause by the Company
or an Affiliate within the twelve (12) month period immediately following a Change in Control (such that the Participant’s Awards
would otherwise be cancelled (e.g., not be retained in accordance with Section 14(g)), notwithstanding any provision of this Plan to
the contrary, with respect to all or any portion of the Participant’s particular outstanding Award or Awards, the following shall
apply:


 


(a)
any unvested Options and SARs held by the Participant shall become vested and exercisable on the effective date of such termination;
and


 




    	 



     


    

 


(b)
the Restricted Period applicable to any unvested Restricted Stock, Restricted Stock Units or other Awards held by the Participant shall
expire (including without limitation any applicable performance conditions) and such Awards shall be deemed vested on the effective date
of such termination.


 


The
Committee shall also have discretion, in the event of a Change in Control, and subject to the terms of any applicable Award Agreement
and compliance with the requirements of Section 409A of the Code, to accelerate the vesting, payment or right to exercise of any Award
effective immediately upon the occurrence of the Change in Control and cause the restrictions and forfeiture conditions applicable to
any Award to lapse and deem such Awards fully vested and any performance conditions imposed with respect to Awards to be fully achieved.


 


13.
Amendments and Termination.


 


(a)
Amendment and Termination of this Plan. The Board may amend, alter, suspend, discontinue, or terminate this Plan or any
portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall
be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to this
Plan (including, without limitation, as necessary to comply with any rules or requirements of any national securities exchange or inter-dealer
quotation system on which the Common Shares may be listed or quoted); and, provided, further, that any such amendment,
alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any
holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the prior written consent of the
affected Participant, holder or beneficiary.


 


(b)
Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or
the associated Award Agreement, prospectively or retroactively; provided, however, that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant
with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant.


 


(c)
Repricing Prohibition, Other than pursuant to Section 11, the Committee shall not without the approval of the Company’s
stockholders (a) lower the exercise price of an Option or Stock Appreciation Right, (b) cancel an Option or Stock Appreciation Right
when the option price per share exceeds the Fair Market Value of one share in exchange for cash or another Award (other than in connection
with a Change in Control), or (c) take any other action with respect to an Option or Stock Appreciation Right that would be treated as
a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.


 


14.
General.


 


(a)
Award Agreements. Each Award under this Plan shall be evidenced by an Award Agreement, which shall be delivered to the
Participant (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third
party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including
without limitation, the effect on such Award of the death, Disability or termination of employment or service of a Participant, or of
such other events as may be determined by the Committee. The Company’s failure to specify any term of any Award in any particular
Award Agreement shall not invalidate such term, provided such terms was duly adopted by the Board or the Committee.


 


(b)
Nontransferability; Trading Restrictions.


 


(i)
Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law,
by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided
that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 




    	 



     


    

 


(ii)
Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred
by a Participant subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes
of this Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to
Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for the
benefit of the Participant and his Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders
are the Participant and his Immediate Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee
in its sole discretion, or (II) as provided in the applicable Award Agreement (each transferee described in clauses (A), (B), (C) and
(D) above is hereinafter referred to as a “Permitted Transferee”); provided, that the Participant gives
the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant
in writing that such a transfer would comply with the requirements of this Plan. For the avoidance of doubt, Awards may not be transferred
to an unrelated third party for consideration.


 


(iii)
The terms of any Award transferred in accordance with subparagraph (ii) above shall apply to the Permitted Transferee and any reference
in this Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that
(A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B)
Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement
on an appropriate form covering the Common Shares to be acquired pursuant to the exercise of such Option if the Committee determines,
consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or
the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have
been required to be given to the Participant under this Plan or otherwise; and (D) the consequences of the termination of the Participant’s
employment by, or services to, the Company or an Affiliate under the terms of this Plan and the applicable Award Agreement shall continue
to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee
only to the extent, and for the periods, specified in this Plan and the applicable Award Agreement.


 


(iv)
The Committee shall have the right, either on an Award-by-Award basis or as a matter of policy for all Awards or one or more classes
of Awards, to condition the delivery of vested Common Shares received in connection with such Award on the Participant’s agreement
to such restrictions as the Committee may determine.


 


(c)
Tax Withholding.


 


(i)
A Participant shall be required to pay to the Company or any Affiliate, or the Company or any Affiliate shall have the right and is hereby
authorized to withhold, from any cash, Common Shares, other securities or other property deliverable under any Award or from any compensation
or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other property) of any required withholding
taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under this Plan and to take such other action
as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and
taxes. In addition, the Committee, in its discretion, may make arrangements mutually agreeable with a Participant who is not an employee
of the Company or an Affiliate to facilitate the payment of applicable income and self-employment taxes.


 


(ii)
Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole
or in part, the foregoing withholding liability by (A) the delivery of Common Shares (which are not subject to any pledge or other security
interest) owned by the Participant having a fair market value equal to such withholding liability or (B) having the Company withhold
from the number of Common Shares otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares
with a fair market value equal to such withholding liability (but no more than the maximum individual statutory rate for the applicable
tax jurisdiction).


 




    	 



     


    

 


(d)
No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person,
shall have any claim or right to be granted an Award under this Plan or, having been selected for the grant of an Award, to be selected
for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards.
The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the
same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly
situated. Neither this Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the
employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service
on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting
relationship, free from any liability or any claim under this Plan, unless otherwise expressly provided in this Plan or any Award Agreement.
By accepting an Award under this Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting
of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under this Plan
or any Award Agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the
Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.


 


(e)
International Participants. With respect to Participants who reside or work outside of the United States of America, the
Committee may in its sole discretion amend the terms of this Plan or outstanding Awards (or establish a sub-plan) with respect to such
Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for
such Participants, the Company or its Affiliates.


 


(f)
Designation and Change of Beneficiary. Unless otherwise provided by the Committee in an Award Agreement, each Participant
may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the
amounts payable with respect to an Award, if any, due under this Plan upon his death. A Participant may, from time to time, revoke or
change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last
such designation filed with the Committee shall be controlling; provided, however, that no designation, or change
or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall
it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be
deemed to be his spouse or, if the Participant is unmarried at the time of death, his estate. Upon the occurrence of a Participant’s
divorce (as evidenced by a final order or decree of divorce), any spousal designation previously given by such Participant shall automatically
terminate.


 


(g)
Termination of Employment/Service. Unless determined otherwise by the Committee at any point including following such event:
(i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment
or service with the Company to employment or service with an Affiliate (or vice-versa) nor ceasing
to serve in any office or capacity for the Company or its Affiliates while continuing to serve in one or more other offices or capacities
for the Company or its Affiliates shall be considered a termination of employment or service with the Company or an Affiliate;
and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues to provide
services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall not be considered
a termination of employment with the Company or an Affiliate for purposes of this Plan unless the Committee, in its discretion, determines
otherwise.


 


(h)
No Rights as a Stockholder. Except as otherwise specifically provided in this Plan or any Award Agreement, no person shall
be entitled to the privileges of ownership in respect of Common Shares that are subject to Awards hereunder until such shares have been
issued or delivered to that person.


 




    	 



     


    

 


(i)
Government and Other Regulations.


 


(i)
The obligation of the Company to settle Awards in Common Shares or other consideration shall be subject to all applicable laws, rules,
and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award
to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell
or selling, any Common Shares pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities
Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company,
that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions
of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act
any of the Common Shares to be offered or sold under this Plan. The Committee shall have the authority to provide that all certificates
for Common Shares or other securities of the Company or any Affiliate delivered under this Plan shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under this Plan, the applicable Award Agreement, the federal securities
laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer
quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local
or non-U.S. laws, and, without limiting the generality of Section 9 of this Plan, the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in this Plan to the contrary,
the Committee reserves the right to add any additional terms or provisions to any Award granted under this Plan that it in its sole discretion
deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction
the Award is subject.


 


(ii)
The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets,
the Company’s issuance of Common Shares to the Participant, the Participant’s acquisition of Common Shares from the Company
and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticable or inadvisable. If the Committee determines
to cancel all or any portion of an Award in accordance with the foregoing, unless doing so would violate Section 409A of the Code, the
Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the Common Shares subject
to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been
vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively)
or any amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount shall be delivered to
the Participant as soon as practicable following the cancellation of such Award or portion thereof. The Committee shall have the discretion
to consider and take action to mitigate the tax consequence to the Participant in cancelling an Award in accordance with this clause.


 


(j)
Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable
under this Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to
such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee
so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other
person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall
be a complete discharge of the liability of the Committee and the Company therefor.


 


(k)
Nonexclusivity of this Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders
of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under
this Plan, and such arrangements may be either applicable generally or only in specific cases.


 


(l)
No Trust or Fund Created. Neither this Plan nor any Award shall create or be construed to create a trust or separate fund
of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity,
on the other hand. No provision of this Plan or any Award shall require the Company, for the purpose of satisfying any obligations under
this Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate
any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated
or separately maintained or administered fund for such purposes. Participants shall have no rights under this Plan other than as general
unsecured creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance
of services, they shall have the same rights as other employees under general law.


 




    	 



     


    

 


(m)
Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing
to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made
by the independent public accountant of the Company and/or its Affiliates and/or any other information furnished in connection with this
Plan by any agent of the Company or the Committee or the Board, other than himself.


 


(n)
Relationship to Other Benefits. No payment under this Plan shall be taken into account in determining any benefits under
any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided
in such other plan.


 


(o)
Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware,
without giving effect to the conflict of laws provisions.


 


(p)
Severability. If any provision of this Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify this Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws in the manner
that most closely reflects the original intent of the Award or the Plan, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of this Plan or the Award, such provision shall be construed or deemed
stricken as to such jurisdiction, person or entity or Award and the remainder of this Plan and any such Award shall remain in full force
and effect.


 


(q)
Obligations Binding on Successors. The obligations of the Company under this Plan shall be binding upon any successor corporation
or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and business of the Company.


 


(r)
Expenses; Gender; Titles and Headings. The expenses of administering this Plan shall be borne by the Company and its Affiliates.
Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in
this Plan are for convenience of reference only, and in the event of any conflict, the text of this Plan, rather than such titles or
headings shall control.


 


(s)
Other Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt
of Common Shares under an Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine in its sole
and absolute discretion.


 


(t)
Section 409A. The Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, the requirements
of Section 409A of the Code. The Plan and all Awards granted under this Plan shall be administered, interpreted, and construed in a manner
consistent with Section 409A of the Code to the extent necessary to avoid the imposition of additional taxes under Section 409A(a)(1)(B)
of the Code. Notwithstanding anything in this Plan to the contrary, in no event shall the Committee exercise its discretion to accelerate
the payment or settlement of an Award where such payment or settlement constitutes deferred compensation within the meaning of Section
409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under Section 1.409A-3(j)(4)
of the Treasury Regulations. If a Participant is a “specified employee” (within the meaning of Section 1.409A-1(i) of the
Treasury Regulations) at any time during the twelve (12)-month period ending on the date of his termination of employment, and any Award
hereunder subject to the requirements of Section 409A of the Code is to be satisfied on account of the Participant’s termination
of employment, satisfaction of such Award shall be suspended until the date that is six (6) months after the date of such termination
of employment. In no event shall the Company or any of its Affiliates be liable for any taxes, penalties, interest, or other expenses
that may be incurred by a Participant under Section 409A of the Code.


 


(u)
Clawback and Repayment. All Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent
necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or Committee and as in effect from
time to time; and (ii) applicable law. Further, to the extent that the Participant receives any amount in excess of the amount that the
Participant should otherwise have received under the terms of the Award for any reason (including, without limitation, by reason of a
financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess
amount to the Company.


 


(v)
Payments. Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive
Common Shares under any Award made under this Plan.